Expert Corporate Governance Service (ECGS)
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Merlin Entertainments - 03 September 2019

On 28 June 2019, the Company announced that it has entered into an agreement with Motion Acquisition Ltd pursuant to which Motion Acquisition Ltd will acquire the entire issued and to be issued share capital of the Company, other than the Company shares owned or controlled by Kirkbi.

Motion Acquisition Ltd is owned by Kirkbi, a wholly owned subsidiary of KIRKBI A/S, the private holding and investment company of the Kirk Kristiansen family which manages the LEGO brand, private equity giant Blackstone Core Equity Partners and Canadian pension fund CPPIB.

The announcement comes just weeks after activist shareholder ValueAct Capital called on the company to find a private buyer.

Considering that the Company’s share price seems to be undervalued on the market, the price offered by the buyer comprises a significant premium for shareholders. Thus, we recommend to vote in favour of the deal.

ITEM 1 General meeting is similar to ITEM 1 Court Meeting for Independent Shareholders (Merlin Shareholders, other than KIRKBI or its nominees) which is called at 11:00 a.m. at the same location

Merlin Entertainments PLC

Merlin Entertainment is a visitor attraction operator. Co. delivers two types of visitor experiences that it manages across three Operating Groups. Co.'s Midway Attractions operating group is primarily indoor attractions located in city centres, resorts or shopping malls, providing visits of shorter duration. Co.'s Theme Parks are outdoor attractions providing accommodation, rides, shows and interactive experiences around a central theme. They are managed in two Operating Groups: LEGOLAND Parks and Resort Theme Parks. LEGOLAND Parks are targeted at families with younger children and have LEGO as the central theme. Resort Theme Parks are targeted at families, teenagers and young adults.


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